Obesity is epidemic within America, with marked increases in related medical problems such as diabetes and heart disease. Obesity often reflects chronic loss of control around eating, and involves disregulation of physiological, emotional and behavioral systems. While cognitive-behavioral therapies (CBT) have demonstrated promise, long term maintenance of weight change, particularly in individuals with binge eating patterns, is uncommon; most individuals gradually return to former patterns of overeating and weight levels. Interventions utilizing mindfulness meditation are showing promise in treating related problems, including depression, addictions and anxiety. Furthermore, meditation-based interventions may engage different mediating mechanisms than do CBT interventions. Our recent work shows that eating focused meditation techniques assist obese individuals with binge eating problems to normalize their eating behaviors, mood, metabolic regulation, and increase reported internalization of control, independent of weight change. This study expands our MB-EAT (Mindfulness-Based Eating Awareness Therapy) program to explicitly address long-term weight loss, and compares it to a widely used meditation program (MBSR) and to a standard CBT intervention, to further explore mechanisms of change. Obese men and women reporting binge eating from three communities (approximate N=225) will be randomized to 3 conditions: 1) the 12-session MB-EAT intervention, 2) a general MBSR program, or 3) a standardized CBT comparison condition. Primary outcome variables will be changes in eating behavior and weight, and associated measures of depression, self-esteem, and diet; secondary variables include metabolic variables sensitive to dietary and weight change (i.e., glucose and insulin regulation), and mediator variables including level of engagement with the treatment components, including level of practice, changes in mindfulness, and experiences of increased control and awareness. Participants will be evaluated pre- and post-treatment, and at 1, 3, 6, 12 and 18 months follow up. This data could provide support for the integration of mindfulness meditation into comprehensive treatment programs for obesity and binge eating, and would determine if there is additional benefit from a focused-meditation approach.